##### 



Exhibit 5


Certification required by Rule 13a-14(a)
or 15d-14

of the Securities Exchange Act of
1934


CERTIFICATIONS

I, Neil D. McGee, certify that:



|   |                                                                                                                                                                                                                                                                                                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | I have reviewed this annual report on
    Form 40-F of Husky Energy Inc.;                                                                                                                                                                                                                                                                   
|  
|2. | Based on my knowledge, this annual report does
    not contain any untrue statement of a material fact or omit to
    state a material fact necessary to make the statements made, in
    light of the circumstances under which such statements were
    made, not misleading with respect to the period covered by this
    annual report;
|  
|3. | Based on my knowledge, the financial statements,
    and other financial information included in this annual report,
    fairly present in all material respects the financial condition,
    results of operations and cash flows of the issuer as of, and
    for, the periods presented in this annual report;                           
|  
|4. | The issuers other certifying officer and I
    are responsible for establishing and maintaining disclosure
    controls and procedures (as defined in Exchange Act
    Rules 13a-15(e) and 15d-15(e)) for the issuer and have:                                                                                                             



| |    |                                                                                                                                                                                                                                                                                                                                                                                                   
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | Designed such disclosure controls and procedures,
    or caused such disclosure controls and procedures to be designed
    under our supervision, to ensure that material information
    relating to the issuer, including its consolidated subsidiaries,
    is made known to us by others within those entities,
    particularly during the period in which this report is being
    prepared;
|
| | b) | Evaluated the effectiveness of the issuers
    disclosure controls and procedures and presented in this report
    our conclusions about the effectiveness of the disclosure
    controls and procedures, as of the end of the period covered by
    this report based on such evaluation; and                                                                                                   
|
| | c) | Disclosed in this report any change in the
    issuers internal control over financial reporting that
    occurred during the period covered by the annual report that has
    materially affected, or is reasonably likely to materially
    affect, the issuers internal control over financial
    reporting; and                                                                            



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|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | The issuers other certifying officer and I
    have disclosed, based on our most recent evaluation of internal
    control over financial reporting, to the issuers auditors
    and the audit committee of the issuers board of directors
    (or persons performing the equivalent functions):



| |    |                                                                                                                                                                                                                                                                                      
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | All significant deficiencies and material
    weaknesses in the design or operation of internal control over
    financial reporting which are reasonably likely to adversely
    affect the issuers ability to record, process, summarize
    and report financial information; and
|
| | b) | Any fraud, whether or not material, that involves
    management or other employees who have a significant role in the
    issuers internal control over financial reporting.                                                                                                       



| |                                         
| | ----------------------------------------
| | /s/ NEIL D. MCGEE                       
| |                                         
| | Neil D. McGee                           
| | Vice President & Chief Financial Officer

Date: March 18, 2004